SHAREHOLDER ENGAGEMENT

APRIL 2019 Cautionary Statements

Forward Looking Statements This communication includes statements that refer to estimated or anticipated future events and are forward looking statements. We have based our forward looking statements on management’s beliefs and assumptions based on information available to our management at the time these statements are made. Such forward looking statements reflect our current perspective of our business, future performance, existing trends and information as of the date of this filing. These include, but are not limited to, our beliefs about future revenue and expense levels and growth rates, prospects related to our strategic initiatives and business strategies, including the integration of, and synergies associated with, strategic acquisitions, express or implied assumptions about government regulatory action or inaction, anticipated product approvals and launches, business initiatives and product development activities, assessments related to clinical trial results, product performance and competitive environment, and anticipated financial performance. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “intend,” “could,” “would,” “should,” “estimate,” “continue,” or “pursue,” or the negative or other variations thereof or comparable terminology, are intended to identify forward looking statements. The statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. We caution the reader that these statements are based on certain assumptions, risks and uncertainties, many of which are beyond our control. In addition, certain important factors may affect our actual operating results and could cause such results to differ materially from those expressed or implied by forward looking statements. These factors include, among others, the effects of any changes to management or corporate governance, the inherent uncertainty associated with financial projections; the anticipated size of the markets and continued demand for Allergan’s existing products; Allergan’s ability to successfully develop and commercialize new products; Allergan’s ability to conform to regulatory standards and receive requisite regulatory approvals; availability of raw materials and other key ingredients; uncertainty and costs of legal actions and government investigations; fluctuations in Allergan’s operating results and financial condition, particularly given our manufacturing and sales of branded products; the impact of uncertainty around of timing of generic entry related to key products, including Restasis ®, on our financial results; risks associated with acquisitions, mergers and joint ventures, risks related to impairments, uncertainty associated with financial projections, projected cost reductions, projected synergies, restructurings, increased costs, and adverse tax consequences; expectations regarding contingent payments, including regarding litigation and related liabilities, purchase price adjustment or transaction consideration payments; the results of the ongoing business following the completion of the divestiture of Allergan’s generics business to Teva; the adverse impact of substantial debt and other financial obligations on the ability to fulfill and/or refinance debt obligations; risks associated with relationships with employees, vendors or key customers as a result of acquisitions of businesses, technologies or products; our compliance with federal and state healthcare laws, including laws related to fraud, abuse, privacy security and others; generic product competition with our branded products; uncertainty associated with the development of commercially successful branded pharmaceutical products; costs and efforts to defend or enforce technology rights, patents or other intellectual property; expiration of patents on our branded products and the potential for increased competition from generic manufacturers; competition between branded and generic products; Allergan’s ability to obtain and afford third-party licenses and proprietary technology we need; Allergan’s potential infringement of others’ proprietary rights; our dependency on third-party service providers and third-party manufacturers and suppliers that in some cases may be the only source of finished products or raw materials that we need; Allergan’s competition with certain of our significant customers; the impact of our returns, allowance and chargeback policies on our future revenue; successful compliance with governmental regulations applicable to Allergan’s and Allergan’s respective third party providers’ facilities, products and/or businesses; the difficulty of predicting the timing or outcome of product development efforts and regulatory agency approvals or actions, if any; Allergan’s vulnerability to and ability to defend against product liability claims and obtain sufficient or any product liability insurance; Allergan’s ability to retain qualified employees and key personnel; the effect of intangible assets and resulting impairment testing and impairment charges on our financial condition; Allergan’s ability to obtain additional debt or raise additional equity on terms that are favorable to Allergan; difficulties or delays in manufacturing; our ability to manage environmental liabilities; global economic conditions; Allergan’s ability to continue foreign operations in countries that have deteriorating political or diplomatic relationships with the United States; Allergan’s ability to continue to maintain global operations and the exposure to the risks and challenges associated with conducting business internationally; risks associated with tax liabilities, or changes in U.S. federal or international tax laws to which we are subject, including the risk that the Internal Revenue Service disagrees that Allergan is a foreign corporation for U.S. federal tax purposes; risks of fluctuations in foreign currency exchange rates; risks associated with cyber-security and vulnerability of our information and employee, customer and business information that Allergan stores digitally; Allergan’s ability to maintain internal control over financial reporting; changes in the laws and regulations, affecting among other things, availability, pricing and reimbursement of pharmaceutical products; the highly competitive nature of the pharmaceutical industry; Allergan’s ability to successfully navigate consolidation of our distribution network and concentration of our customer base; the difficulty of predicting the timing or outcome of pending or future litigation or government investigations; developments regarding products once they have reached the market; risks related to Allergan’s incorporation in Ireland, such as changes in Irish law and such other risks and other uncertainties detailed in Allergan’s periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s Annual Report on Form 10-K for the year ended December 31, 2018 and from time to time in Allergan’s other investor communications. Except as expressly required by law, Allergan disclaims any intent or obligation to update or revise these forward-looking statements. Non-GAAP Financial Measures This document contains non‐GAAP financial measures. The Appendix hereto presents reconciliations of certain non‐GAAP financial measures to the most directly comparable GAAP measures. The non‐GAAP measures include non-GAAP net revenue, non-GAAP net revenue growth, non-GAAP R&D expense, non-GAAP performance net income per share growth, non-GAAP gross margin, non-GAAP operating margin, non-GAAP operating income, non-GAAP net debt to adjusted EBITDA ratio, total debt to EBITA ratio, total debt and other non-GAAP financial statement line items. The Company believes that its non-GAAP measures provide useful information to investors because these are the financial measures used by our management team to evaluate our operating performance, make day to day operating decisions, prepare internal forecasts, communicate external forward looking guidance to investors, compensate management and allocate the Company’s resources. We believe this presentation also increases comparability of period to period results. The Company’s determination of significant charges or credits may not be comparable to similar measures used by other companies and may vary from period to period. The Company uses both GAAP financial measures and the disclosed non-GAAP adjusted financial measures internally. These non-GAAP adjusted financial measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

2 Why We Are Engaging with You Today

Appaloosa has submitted a shareholder proposal seeking an immediate change to our leadership structure that would create significant uncertainty as we continue executing a strategic transformation from a generics company to a global branded biopharma company focused on four key therapeutic areas.

Our Board strongly recommends AGAINST this proposal for the reasons outlined in this presentation:

1• Allergan has a deeply-engaged, effective and independent Board with high-caliber Directors, a robust Lead Independent Director role and a demonstrated commitment to active board refreshment and rigorous governance guidelines

2• The Board has recently adopted an Independent Board Chair policy in our governance documents, to be phased in with the next leadership transition, as virtually all companies that have implemented separation of the roles have done; enhanced the Lead Independent Director role based on shareholder feedback; and established a Mergers & Acquisitions Committee to provide more focused review and oversight of proposed transactions

1 3• Allergan is well positioned to create long-term shareholder value. In 2018, we delivered solid Core Business growth helping to partially offset the negative revenue impact from loss of exclusivity on several products; advanced several R&D programs; and made significant progress on strategic priorities, providing positive momentum into 2019

The Allergan Board of Directors is committed to best-in-class governance and creating sustainable, long-term value for shareholders

1. Core Business = Promoted brands with ongoing exclusivity, Other product revenues and Other revenues. Please refer to the appendix for Core Business portfolio. 3 BUSINESS, STRATEGY & FINANCIAL OVERVIEW WELL POSITIONED TO CREATE SUSTAINABLE LONG-TERM SHAREHOLDER VALUE Allergan At A Glance: A Global Biopharmaceutical Leader

Focused on driving leadership in four Investment focus on geographic growth markets: Medical Aesthetics, scale and reach with high-growth Eye Care, Central Nervous System 4 potential across global regions >100 Key Therapeutic and Gastroenterology Countries Areas4 4

Large and diversified revenue Potential for transformative new $15.8B base balanced across TAs and products across Pharma and cash pay/reimbursed streams Medical Devices >75 2018 GAAP Net Pipeline Revenue4 programs4

Positioned to drive sustainable Efficient R&D investment and and profitable revenue growth 1 ~5% partnerships in innovative assets $2.3B / $1.6B over the long term 2018 GAAP / Revenue CAGR Non-GAAP R&D 20174-2022 4 Spend

Management Team with Proven Track Record and Strong Customer Relationships to Execute Bold Actions to Unlock and Enhance Value

1. GAAP R&D spend of $2.3B includes $679M in upfront license and milestone payments, and $13M in acquisition related accounting adjustments and integration and restructuring charges. Please refer to the GAAP to non-GAAP tables in appendix for a reconciliation of our non-GAAP results. 5 2014-2017: Strategic Portfolio Transformation to Create a Global Biopharma Company Delivering Durable Long-Term Value

2014 2015 2016 2017 - + + GX Business Focused Global Specialty/Generics Branded/Generics Branded Specialty Company Company Company Branded Biopharma Company

2014 Proforma Revenue: $15.3B1 2015 Revenue: $22.7B2 2016 Revenue: $14.6B 2017 Proforma Revenue: $16.1B3 Forest acquisition closed 07/14 Allergan acquisition closed 3/15 Gx sale to Teva closed 8/16 for $38.3B • Revenue Breakdown: • Revenue Breakdown: • Revenue Breakdown: • Revenue Breakdown: ✓ 45%/42% Branded/Gx ✓ 63%/27% Branded/Gx ✓ 100% Branded ✓ Balanced and diversified across 4 ✓ 13% Anda ✓ 10% Anda Key TAs and cash pay/reimbursed

• International presence in Gx • International presence in Gx & Branded • Global presence with 80%/20% • Global presence with 79%/21% US/International revenue mix US/International revenue mix

• TAs4: WH, Derm, GI, CNS, Respiratory • TAs4: WH, MA/Derm, EYE, GI, CNS, AI, • TAs4: WH, MA/Derm, EYE, GI, CNS, AI, • TAs4: MA, EYE, CNS, and GI Urology Urology

• Announced AGN acquisition 11/14 • Announced sale of Gx business 7/15 • Proposed deal terminated due to • Managed through $3B in LOEs5 • Announced divestiture of Respiratory • Announced proposed combination with regulatory changes 4/16 • Built and advanced the pipeline business 2/15 Pfizer 11/15 • Disciplined capital deployment

1. Revenues reflect reported and Forest Laboratories revenues as if the Forest Laboratories, Inc. acquisition occurred on January 1, 2014, including discontinued operations. 2. Revenues reported for Continuing and Discontinued operations as if the Allergan, Inc. acquisition occurred on January 1, 2015. Pro-forma Continuing Operations (including ANDA) = $16.3B; Discontinued Operations = $6.4B. 3. Includes LifeCell and Zeltiq acquisitions as of 1/1/2017. 4. MA = Medical Aesthetics; EYE = Eye Care; CNS = Central Nervous System; GI = Gastrointestinal; WH = Women’s Health; AI = Anti-Infectives. 5. Loss 6 of Exclusivity (LOE) = Brands with patent expiration and/or risk of generic competition and divested assets. Please refer to the appendix for details on products included within Brands facing LOE. risk/divestiture. FY’18 Results and Key Strategic Achievements Core Business¹ growth of 8.3%, excluding FX ✓ Partially offset $1.2B revenue decline from LOEs² /divestitures ✓ Robust Medical Aesthetics growth of +13% Y/Y ✓ Strong CNS growth led by Vraylar +69% and Botox Therapeutics +13% Strong operating margins and robust cash flows ✓ GAAP Operating Loss of $6.25B (-39.6% GAAP Operating Margin) and Non-GAAP Operating Solid Progress Income of $7.56B (47.9% Non-GAAP Operating Margin) on Strategic ✓ Executed cost restructuring in light of anticipated LOEs² ($400M savings) Priorities and ✓ $5.64B in Cash Flow from Operations Pipeline Consistent pipeline progression and development Development ✓ Advanced 13 treatments in mid- to late-stage development across 4 key TAs ✓ Delivered 8 positive clinical trial read-outs from Phase 3 programs ✓ Prepared for Cariprazine launch in bipolar depression in 2H’19 and FDA filing for Ubrogepant in acute migraine treatment which was completed in 1Q’19 ✓ Strengthened MA pipeline with Bonti and Elastagen acquisitions Disciplined capital allocation to drive growth and create shareholder value ✓ Reduced net debt3 by $6.15B in FY’18 ✓ Completed share buybacks of $2.74B in FY’18 ✓ ~$800M remaining from 2018 share buyback authorization as of December 31, 2018 ✓ Announced an additional $2.0B buyback authorization in FY’19 ✓ Increased quarterly cash dividend to $0.74 per ordinary share

Note: All revenue growth excluding FX. Operating income, operating margin are non-GAAP metrics. Please refer to the GAAP to non-GAAP tables in appendix for a reconciliation of our non-GAAP results. 1. Core Business = Promoted brands with ongoing exclusivity, Other product revenues and Other revenues. Please refer to the appendix for Core Business portfolio. 2. Loss of Exclusivity (LOE) = Brands with patent expiration and/or risk of generic competition and divested assets. Please refer to the appendix for details on products included within 7 Brands facing LOE risk/divestiture. 3. Net debt paydown = Net of cash borrowings and cash repayments from cash flow statement. Key Strategic Priorities to Create Sustainable Shareholder Value

Drive Leadership in Advance & Strengthen Deliver on Financial Disciplined Capital 4 Key TAs the Pipeline Commitments Allocation

• Continued Core Business1 • Continue to advance clinical • Prudent expense • Reinvestments in 4 key TAs growth through operational programs across 4 key TAs management to maintain • Net Debt / Adjusted EBITDA and commercial excellence • Investments in R&D strong operating margins target3 of 2.5x by 2020 • International market • Strategic business • Commitment to achieve • Investment grade credit expansion development to enhance ≥ $16.36 in Non-GAAP rating • New product launches pipeline Performance Net Income Per Share3 in FY’19 • Annual dividend growth • Ongoing LOE2 management • Robust cash flow generation • Share buybacks to manage • Leverage portfolio synergies share count dilution and cross-selling • Revenue CAGR of ~5% through FY’17-FY’22

1. Core Business = Promoted brands with ongoing exclusivity, Other product revenues and Other revenues. Please refer to the appendix for Core Business portfolio. 2. Loss of Exclusivity (LOE) = Brands with patent expiration and/or risk of generic competition and divested assets. Please refer to the appendix for details on products included within Brands facing LOE risk/divestiture. 3. Net Debt / Adjusted EBITDA and Performance Net Income Per Share are non-GAAP metrics. The company has not set corresponding GAAP targets or commitments. 8 GOVERNANCE AND BOARD LEADERSHIP

BEST-IN-CLASS GOVERNANCE, HIGHLY-QUALIFIED DIRECTORS AND REFRESHED BOARD Governance and Board Leadership Overview

Best-in-Class Board of Directors Recent Enhancements

• Strong governance structure with robust Lead • Recent actions have enriched our corporate governance Independent Director role and majority Independent to further solidify Board independence and Directors, providing effective oversight accountability, and demonstrate responsiveness to shareholder engagement, including: • Highly-qualified Directors with relevant expertise to ✓ Refreshed Board with six new members, comprising guide the company and its strategy forward a majority of independent directors, since 2017

• Highly-engaged Board with strong commitment to its ✓ Bob Hugin, former CEO of Celgene, and Tom fiduciary responsibilities Freyman, Former EVP of Finance and Administration at , recently joined the Board • Regular shareholder engagement with active bringing significant biopharma and leadership Independent Director participation experience ✓ Enhanced Lead Independent Director responsibilities • Annual Board elections by majority vote standard ✓ Adopted Independent Chairman policy to be phased in during the next leadership transition ✓ Established M&A Committee to provide more focused review and oversight of proposed transactions

10 Independent Board with a Strong Commitment to Best-in-Class Governance and Rigorous Oversight

High-Quality Board with Demonstrated Commitment to Active Board Refreshment • Added six new Directors, a majority of the Independent Directors, since the beginning of 2017 to further solidify Board independence and ensure diversity of fresh perspectives, relevant skills and expertise • 10 of 11 (91%) Director nominees are independent • Average tenure of Independent Directors is <4 years versus ~8.1 years for S&P 500¹ • High-caliber Directors with a balanced mix of industry, institutional, financial, scientific, leadership and transformation experience

Robust Shareholder Engagement and Responsiveness • Extensive shareholder outreach program throughout the year including active Independent Director participation and openness to all ideas and feedback • Shareholder feedback from engagements is shared with the Board and included in boardroom deliberations • Recent actions demonstrate responsiveness to shareholder feedback, including adoption of a policy to require an Independent Chair at the next leadership transition, further enhancements to the Lead Independent Director responsibilities, and formation of a Mergers and Acquisitions Committee

Strong Lead Independent Director with Robust Responsibilities • Lead Independent Director responsibilities are robust and demonstrate responsiveness to shareholder feedback since 2016 • Highly involved in overseeing the company’s performance and strategic progress, and engaging with shareholders • Led Board’s recently completed strategic review, which was conducted in consultation with multiple financial advisors and is regularly revisited to test the assumptions underlying the conclusions and monitor the company’s progress • Presides over executive sessions of the Independent Directors which take place at each Board meeting

1. Source: Spencer Stuart 2018 US Board Index. 11 Robust Lead Independent Director Responsibilities Best-practice Lead Independent Director responsibilities that have been enhanced considering shareholder feedback since 2016

✓ Lead Independent Director responsibilities are more comprehensive those of many lead director roles at other companies ✓ Highly involved in overseeing the company’s strategic direction and progress against its objectives, including playing an Focus instrumental role in leading Allergan’s comprehensive strategic review process completed in 2018 ✓ Recently enhanced responsibilities include ensuring that the Board regularly reviews the company’s long-term strategy, overseeing and providing guidance on management’s execution and aligning governance structures with that strategy ✓ Leading evaluations of the Chairman and CEO, as well as the CEO succession planning process Board ✓ Ensuring effective functioning of the Board and its committees, advising committees on key functions, activities and meeting Performance agendas, receiving feedback from committee Chairs and facilitating cross-committee feedback and Development ✓ Providing guidance to the Nominating and Corporate Governance Committee on director succession and development

✓ Serving as liaison between management (including the Chairman & CEO) and the Independent Directors, and as the Board’s Board liaison for communications with major shareholders; representing Independent Directors with other stakeholders as appropriate Culture and ✓ Communicating regularly with all directors to be certain that their views, competencies and priorities are understood Communication ✓ Acting as a sounding board and advisor to the CEO

✓ Ability to call meetings of the Independent Directors, with or without management present, and set agendas for such meetings ✓ Presiding at all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the Board Meetings Independent Directors which are regularly scheduled at each in-person Board meeting and Executive Sessions ✓ Approving the agenda for Board meetings, pre-read materials, meeting calendars and schedules ✓ Advising the Chairman and CEO of the Board’s information needs, requesting information from management and approving of all information sent to the Board Shareholder ✓ Regular engagement with Allergan shareholders since his appointment as Lead Independent Director in October 2016 Outreach

12 Strong and Engaged Lead Independent Director Demonstrated strong leadership skills, independent thinking, a deep understanding of the business and regular shareholder engagement

CHRISTOPHER J. COUGHLIN Previous Experience: Other Directorships & Recognitions: Lead Independent Director • Former EVP & CFO, Tyco International • Director of Director Since 2014 • Former COO of Interpublic Group • National Association of Corporate (Lead Independent Director since 2016) • Former CFO of Pharmacia Corporation Directors; Director of the Year 2015 • Former Chairman of Dun and Bradstreet

Brings depth of executive leadership and public company Board experience at complex organizations • Formerly Senior Advisor to the CEO and Board of Tyco where he served as EVP and Chief Financial Officer from 2005 to 2010 • Previous roles included Chief Operating Officer of Interpublic Group of Companies, EVP and Chief Financial Officer of Pharmacia Corporation, and EVP of Nabisco Holdings and President of Nabisco International • Previously served as Chairman of the Board at Dun & Bradstreet, and as a Director at Covidien, Hologic, Dipexium, Interpublic Group of Companies, Monsanto, and Highly engaged, providing effective oversight as Lead Independent Director • Has been highly active and engaged in overseeing the company’s strategic direction, including playing an instrumental role in leading Allergan’s comprehensive strategic review process completed earlier this year • Regular engagement with Allergan shareholders since Lead Independent Director appointment in October 2016 Strong background in finance leadership and executing corporate transformations • Played a central role in Tyco’s separation into five independent, publicly-traded companies; provided financial leadership surrounding major transactions, including the $2B acquisition of Broadview Security, among many other responsibilities and accomplishments • Oversaw Pharmacia’s acquisition of Monsanto, the spinoff of the Monsanto agricultural business, and Pharmacia’s sale to Pfizer

13 Independent Chair Role Will Be Phased In In line with common practice, the Board has adopted a policy to appoint an Independent Chair at the time of the next leadership transition

New policy follows best practice, avoids unnecessary risk of a crisis in confidence at a critical time for stakeholders and is fully transparent: • Within a reasonable period of time in connection with the next Chief Executive Officer transition, the Chairman of the Board, shall be, whenever possible, an Independent Director • In selecting the Independent Director to serve as Chairman, the Board shall take into account the recommendation of the Nominating and Corporate Governance Committee the duties of the Chairman and the qualifications and experiences of the Chairman candidate(s) • The Company's shall disclose the rationale for the selection of the Chairman in the Company's proxy statement • In the event that the Board determines that a Chairman who was an Independent Director when selected no longer constitutes an Independent Director, the Board shall select a new Chairman who is an Independent Director based on the recommendation of the Nominating and Governance Committee, within a reasonable amount of time • The only exemption is in the event no Independent Director is available and willing to serve as Chairman

Contrary to statements by Appaloosa: • While many companies currently have separate Chair and CEO positions, only 27% of S&P 500 companies have an Independent Chair1

Independent Chair policy adopted by the Board is consistent with the feedback that we received from our shareholders, and is the best and most common way to change board leadership structure

1. Source: 2018 edition of ISS U.S. Board Study 14 Highly Experienced Board with Track Records of Success

BRENT L. Industry leadership experience CHRISTOPHER J. Industry knowledge: NESLI BASGOZ, Academic, research and SAUNDERS and institutional knowledge COUGHLIN • 30+ years of biopharma M.D. clinical trial experience: Chairman and CEO • Former CEO of Forest and Lead Independent experience Director (Since 2014) • Experience in clinical medicine, Director (Since 2014) Bausch + Lomb Director Corporate transformations Assoc. Chief and particularly in fields of Track record of corporate Director (Since 2014) experience: Clinical Director, infectious diseases and anti- transformations and M&A Former CFO of Tyco • Senior Advisor to the CEO and Massachusetts infective therapy execution International Board of Tyco during General Hospital separation

JOSEPH H. Talent and HR strategy CHRISTOPHER Industry knowledge: ADRIANE M. Leadership experience: BOCCUZI expertise in healthcare: W. BODINE • 24+ years’ experience at CVS BROWN • 30+ years of global leadership Director (Since 2017) • 24+ years of senior executive Director (Since 2009) Caremark Director (Since 2017) experience Former Partner at level recruiting for medical Former President, • Drove the integration and Senior Advisor to Operational expertise: Spencer Stuart device, pharmaceutical and Healthcare Services growth efforts at CVS, Intellectual Ventures • $3B in revenue at IV biotech sectors of CVS Caremark including the merger of CVS LLC • Delivered profitable growth Corporation and Caremark through global expansion at Honeywell

CAROL ANTHONY Accounting, finance and THOMAS C. Industry knowledge: MICHAEL E. Scientific leadership (JOHN) regulatory experience: FREYMAN • 30+ year career with Abbott GREENBERG, experience in neurobiology: DAVIDSON • CPA with 30+ years of Director (Since 2018) Laboratories PhD • Neurobiology expert with a 35- Director (Since 2018) leadership experience Former EVP, Finance Transformation experience: Director (Since 2018) year track record of Former SVP, • Served on Board of Governors and Administration, • Lead significant transformation Prof. of Neurobiology groundbreaking scientific Controller and Chief of FINRA from 2012-2018 Abbott Laboratories and refocus of business & Co-Leader of Allen discoveries and academic Accounting Officer, portfolio Discovery Center, medicine Tyco International Harvard University

ROBERT J. HUGIN Deep industry expertise and PETER J. Industry knowledge and Director (Since 2019) leadership experience: MCDONNELL, clinical expertise: Former CEO and • 19-year tenure at Celgene M.D. • Director and Professor of Executive Chairman of • Track record of developing Director (Since 2015) Wilmer Eye Institute of Johns Celgene Corporation innovative therapies, delivering Dir. and Prof. Wilmer Hopkins School of Medicine strong business results and Eye Institute of the • Wide ranging clinical expertise creating shareholder value Johns Hopkins in ophthalmology, a key TA for School of Medicine Allergan

15 Highly Relevant Skills and Diverse Backgrounds Allergan’s Board composition possesses depth and breadth of diverse background and perspectives well-aligned with the company’s business and strategic objectives and provide a balanced mix of leadership, industry and clinical/medical experience

Skills and Expertise

Industry Global Clinical Risk Finance & Corporate Operational & HR & Experience Business Medical Oversight Audit Governance Strategic Compensation

Basgoz ✓ ✓ Director Age Mix Boccuzi ✓ ✓ ✓ ✓ 9 Bodine ✓ ✓ ✓ ✓ ✓ ✓ ✓ Brown ✓ ✓ ✓ ✓ Coughlin ✓ ✓ ✓ ✓ ✓ ✓ ✓ Davidson ✓ ✓ ✓ ✓ ✓ 1 1 Freyman ✓ ✓ ✓ ✓ ✓ ✓ ✓ 40s 60s 70s Greenberg ✓ Hugin ✓ ✓ ✓ ✓ ✓ ✓ ✓ McDonnell ✓ ✓ ✓ Saunders ✓ ✓ ✓ ✓ ✓ ✓ TOTALS 6 8 3 6 5 9 8 8

16 Recent Independent Director Additions Bring Valuable Perspectives Recent additions to the Board collectively bring strong industry perspective, financial, leadership and transformation experience, as well as scientific background, augmenting the Board’s diverse set of skills and expertise

Robert (Bob) J. Hugin Michael E. Greenberg, PhD Thomas C. Freyman Former Chairman and CEO of Professor of Neurobiology at Former EVP of Finance and Celgene Corporation Harvard University Administration and CFO at Abbott Joined February 2019 Joined August 2018 Laboratories Joined June 2018 • Deep biopharma, operational, financial, and • Co-Lead of the Allen Discovery Center for • Led significant transformation and refocusing of commercial experience, all of which are highly Human Brain Evolution at Harvard Medical the Abbott’s business portfolio relevant to Allergan’s business and strategy School • Brings nearly 40 years of finance and healthcare • Strong track record of building and advancing • Brings scientific leadership and a 35-year track industry experience, including in two of innovative therapies through both internal R&D record of groundbreaking scientific discoveries Allergan's core therapeutic areas, as well as and external partnerships, while delivering and medical research experience leading corporate transformations strong business results and shareholder value

10 of 11 Director Nominees Joined the Board Since 2014

2014 2015 2017 2018 2019 4-10 years Nesli Basgoz, M.D. Michael Gallagher1 Adriane M. Brown Carol Anthony (John) Robert J. Hugin 4 (July 2014) (March 2015) (February 2017) Davidson (February 2019) Director Christopher J. Coughlin Peter McDonnell, M.D. Joseph H. Boccuzi (May 2018) Tenure (July 2014) (March 2015) (July 2017) Thomas C. Freyman Brenton L. Saunders (June 2018) 0-4 years (July 2014) Michael E. Greenberg, PhD 7 (August 2018)

1. Michael Gallagher retired from the Board of Directors in 2017. 17 New Independent Directors Comprise Majority of Board Committee Leadership

Mergers and Acquisitions Compensation Audit and Compliance Committee Committee Committee

Committee Chair: Thomas C. Freyman Committee Chair: Robert J. Hugin Committee Chair: John Davidson (Director since June 2018) (Director since February 2019) (Director since May 2018) ✓ Joseph H. Boccuzi ✓ Christopher J. Coughlin ✓ Adriane M. Brown ✓ Christopher W. Bodine ✓ Michael E. Greenberg, PhD ✓ Christopher J. Coughlin ✓ Christopher J. Coughlin ✓ Thomas C. Freyman ✓ Thomas C. Freyman ✓ Peter J. McDonnell, M.D.

Nominating and Corporate Quality and Innovation Governance Committee Committee

Committee Chair: Christopher W. Bodine Committee Chair: Nesli Basgoz, M.D. (Director since 2009) (Director since 2014) ✓ Joseph H. Boccuzi ✓ Adriane M. Brown ✓ Christopher J. Coughlin ✓ Michael E. Greenberg, PhD ✓ Carol Anthony (John) Davidson ✓ Peter J. McDonnell, M.D.

18 COMPENSATION

STRONG ALIGNMENT OF PAY-FOR-PERFORMANCE Unambiguous Pay-for-Performance and Shareholder Alignment

Components of CEO Pay Performance Counts

100% Base Salary 7% Target Annual Targeted Level 17% Incentive Realized Pay 76% Target Annualized ~20% Long-Term Incentive Total Pay At-Risk

93% of CEO pay is variable or “at risk” – the LTI target awards tied to stock price versus payouts highest among our peers (completed as of 2018) • Significant majority of CEO pay is tied to equity and long-term In further recognition of recent stock price decline • Actual compensation is strongly aligned with shareholder value despite operational overachievement, Directors exercised negative discretion to reduce the CEO’s 2018 • As of year-end 2018: bonus payout by > 50% o ~40% of the CEO’s target compensation opportunity (Salary + Bonus + LTI) for the last 3-year period was realizable as of December 31, 2018 Our Compensation Committee ensures a strong commitment to a pay-for-performance philosophy o Multi-year 2017 equity award with a reported grant-date fair value of $22.7M, had a realizable value of $10.7M

20 Incentive Structure Designed to Promote Long-Term Performance Our current incentive compensation programs are designed to closely align payouts with our financial and/or share price performance as well as participants’ individual performance

Clear Philosophy & Goals Current Incentive Structure Focuses on Long-Term Strategy

Incentivizes achievement of annual financial and 1 Annual strategic goals that support long-term value creation Incentive Driving top and bottom line growth Plan • 50/50 based on Non-GAAP Net Revenue and Non- GAAP Performance Net Income Per Share

L/T incentives are based on relative share price 2 performance and R&D milestone achievements, which were added in response to shareholder feedback Advancing our R&D pipeline • 75% Performance Share Units (PSUs): 2018-2019 Long-Term • Earned based on a 3-year performance period based Incentive 50% on R&D milestones and 50% on Relative TSR Grants 3 • Earned shares are subject to an additional 2-year Share price performance service vesting requirement (both absolute and relative) • 25% Restricted Stock Units (RSUs): • 5 years to full vesting

21 CONCLUSION

APPALOOSA’S PROPOSAL IS UNWARRANTED AND UNNECESSARY Appaloosa’s Inconsistent Demands Fail to Offer a Substantive or Actionable Strategic Alternative From April to June of 2018, Appaloosa repeatedly demanded that Allergan disavow large M&A: • “Pending a full formulation of this strategy, we believe Allergan should publicly disavow large-scale “transformative” acquisitions as an element of its strategic review and commit to rationalizing its disparate business units.” – April 23, 2018 • “Concurrent with these measures, we renew our calls for the Company to stop hiding behind an arbitrary debt reduction target as an excuse to preserve the means to pursue a transformative M&A transaction.” – June 5, 2018 Since February 2019, Appaloosa has repeatedly pushed for a sale of the company – essentially a fire sale – or a merger:

• If, in fact, the Board is unable or unwilling to hold management accountable for its shortcomings or find a suitable replacement, it is your fiduciary obligation to explore other options, including a merger or sale of the Company.” – February 19, 2019 Many of the recommendations espoused by Appaloosa have been implemented:

Appaloosa “Demands” Allergan Actions • “Our message to the Company remains consistent – become a more ➢ Allergan announced the conclusion of its strategic review to focus on 4 focused and nimble enterprise by concentrating on the core therapeutic key TAs – MA, CNS, EYE and GI areas of Medical Aesthetics, Neuroscience and Ophthalmology ” • “Accelerate the ongoing Board “refreshment” process by appointing two ➢ Added Bob Hugin, Thomas Freyman and Michael Greenberg to the new Directors with relevant industry experience and expertise” Board since June 2018 ➢ Adopted a policy to split the role of Chairman and CEO at the next • “Separate the roles of Chairman and Chief Executive” leadership transition

Allergan’s Board and management is open – and has communicated its willingness– to consider all practical options to create shareholder value, while Appaloosa has not offered any ideas other than its short-term oriented push for sale of the company

23 Board Recommends AGAINST Appaloosa's Shareholder Proposal

Implementing a Leadership Change Now Would Create an Unwarranted Crisis of Confidence in Allergan’s Leadership • Leadership stability and effectiveness is critical at this juncture of Allergan’s transformation with key pipeline milestones and new product launches approaching, as we manage the headwinds of LOEs1 and competitive pressures on our flagship product (Botox) • Making this change now would undermine Allergan’s leadership and cause uncertainty among Allergan’s customers, employees, partners and shareholders, all of whom are key to our success, and diminish management’s effectiveness in execution • Splitting the Chair and CEO title today would not enhance the Board’s effectiveness or the company’s operational, financial or stock performance or ability to create shareholder value

Implemented a Policy Requiring Independent Board Chair During the Next Leadership Transition • The Board has adopted a policy, and has amended its governing documents accordingly, to provide that the Chair of the Board shall be an Independent Director, phased in at the time of the next CEO transition, which minimizes disruption to the company • Nearly all of the companies that have adopted policies separating the Chair and CEO positions have given the Board discretion to phase in these policies

Current Board Structure Ensures Effective Independent Leadership and Oversight • The Board annually reviews the company’s leadership structure specifically in the context of its culture, circumstances, strategic objectives and challenges to ensure that the right and most efficient structure is in place at the time • Current combined Chairman and CEO and a strong Lead Independent Director role, together with our highly qualified independent directors and robust governance policies, provide effective oversight and best position Allergan for long-term success as the company executes its strategy

1. Loss of Exclusivity (LOE) = Brands with patent expiration and/or risk of generic competition and divested assets. Please refer to the appendix for details on products included within Brands facing LOE risk/divestiture. 24 APPENDIX Core Business Product Portfolio

Promoted Brands & Brands With Ongoing Exclusivity through 2020

Other

*Other revenues included in Core Business are royalties and established brands.

Note: Exclusivity in the US WH = Women’s Health; AI = Anti-Infectives 26 Anticipated LOEs Through 2023¹

2018 2019 2020 2021 2022 2023

² Other

WH = Women’s Health; AI = Anti-Infectives 1. All LOE dates are US 27 2. Patent expiration as of 12/2017 Reconciliation Tables

Table 1: Non-GAAP Revenue Performance Drivers by Product for the Twelve Months Ended December 31, 2018 and 2017 Table 2: GAAP to Non-GAAP Adjustments for the Twelve Months Ended December 31, 2018, 2017 and 2016 Table 3: Reconciliation of Allergan plc’s Reported Net Income / (loss) from Continuing Operations Attributable to Shareholders and Diluted Earnings per Share to Non-GAAP Performance Net Income and Non-GAAP Performance Net Income per Share for the Twelve Months Ended December 31, 2018, 2017 and 2016 Table 4: Reconciliation of Reported Net Income / (Loss) from Continuing Operations Attributable to Shareholders to Adjusted EBITDA and Non-GAAP Operating Income Table 5: Reconciliation of Anticipated GAAP Income / (Loss) from Continuing Operations to Non-GAAP Performance Net Income Attributable to Shareholders for the Twelve Months Ending December 31, 2019

28 Table 1: Non-GAAP Revenue Performance Drivers by Product for the Twelve Months Ended December 31, 2018 and 2017

Movement

Twelve months ended Twelve months ended Global Change December 31, 2018 December 31, 2017 Global Change Percentage

Botox® $ 3,577.4 $ 3,168.9 $ 408.5 12.9% Juvederm® Collection 1,163.0 1,041.8 121.2 11.6% Linzess®/Constella® 785.2 723.0 62.2 8.6% Lumigan®/Ganfort® 684.4 689.0 (4.6) (0.7)% Bystolic® /Byvalson® 585.8 614.3 (28.5) (4.6)% Alphagan®/Combigan® 551.4 552.4 (1.0) (0.2)% Eye Drops 482.4 480.5 1.9 0.4% Lo Loestrin® 527.7 459.3 68.4 14.9% Breast Implants 393.1 399.5 (6.4) (1.6)% Viibryd®/Fetzima® 349.6 336.3 13.3 4.0% Alloderm® 415.3 328.7 86.6 26.3% Vraylar™ 487.1 287.8 199.3 69.2% Coolsculpting® Consumables 299.5 191.7 107.8 56.2% Ozurdex ® 298.7 311.8 (13.1) (4.2)% Carafate ® /Sulcrate ® 220.6 238.7 (18.1) (7.6)% Zenpep® 237.7 212.3 25.4 12.0% Coolsculpting® Systems & Add On Applicators 169.6 138.7 30.9 22.3% Viberzi® 177.8 157.1 20.7 13.2% Namzaric® 115.8 130.8 (15.0) (11.5)% Teflaro® 128.3 121.9 6.4 5.3% Dalvance® 58.4 56.3 2.1 3.7% Avycaz® 94.6 61.2 33.4 54.6% Kybella® /Belkyra® 38.1 56.3 (18.2) (32.3)% Other Regenerative medicines 125.4 121.7 3.7 3.0% Other Promoted and New Launch Products 42.0 23.3 18.7 80.3% Total Promoted Brands & Brands with Ongoing Exclusivity 12,008.9 10,903.3 1,105.6 10.1%

Saphris® 139.7 155.2 (15.5) (10.0)% Skincare 154.0 165.2 (11.2) (6.8)% Liletta® 50.9 37.6 13.3 35.4% Armour Thyroid 198.8 169.1 29.7 17.6% Savella® 85.0 98.2 (13.2) (13.4)% Other Products Revenues 1,145.9 1,217.9 (72.0) (5.9)% Total Other 1,774.3 1,843.2 (68.9) (3.7)%

Total Core Business 13,783.2 12,746.5 1,036.7 8.1%

Restasis® 1,261.5 1,473.6 (212.1) (14.4)% Estrace® Cream 49.0 366.6 (317.6) (86.6)% Asacol®/Delzicol® 176.5 245.7 (69.2) (28.2)% Rapaflo® 88.3 115.4 (27.1) (23.5)% Minastrin® 24 9.5 61.4 (51.9) (84.5)% Namenda® 71.0 452.9 (381.9) (84.3)% Canasa®/Salofalk® 186.8 181.0 5.8 3.2% Total LOE Risk 1,842.6 2,896.6 (1,054.0) (36.4)%

Tazorac® 26.1 66.1 (40.0) (60.5)% Aczone® 55.5 166.8 (111.3) (66.7)% Other 55.0 64.7 (9.7) (15.0)% Total Divested 136.6 297.6 (161.0) (54.1)%

Total Brands facing LOE Risk 1,979.2 3,194.2 (1,215.0) (38.0)% Total Net Revenues 15,762.4 15,940.7 $ (178.3) (1.1)% 29 Table 2: GAAP to Non-GAAP Adjustments for the Twelve Months Ended December 31, 2018, 2017 and 2016 ALLERGAN PLC GAAP TO NON-GAAP ADJUSTMENTS (Unaudited; in millions)

Year Ended December 31, 2018 Research & Selling & General & Asset sales and Interest expense, Other income Net Revenue COGS Development Marketing Administrative Amortization Impairments, net net (expense) Income taxes GAAP $ 15,787.4 $ 2,191.4 $ 2,266.2 $ 3,250.6 $ 1,271.2 $ 6,552.3 $ 6,503.3 $ (866.0) $ 256.7 $ (1,770.7)

Purchase accounting impact on stock-based compensation for acquired awards - (2.1) (4.8) (8.6) (2.9) - - - - - Severance due to integration of acquired entities - - (0.6) (0.7) (3.3) - - - - - Non-acquisition related severance and restructuring - (33.7) (1.9) (38.8) (5.4) - (13.6) - - - Costs associated with disposed businesses - (1.0) - 0.2 (4.1) - - - - - Integration charges of acquired businesses - (0.3) (0.6) (1.0) (43.5) - - - - - Milestones and upfront expenses for asset acquisitions Elastagen Pty Ltd - - (96.1) ------AstraZeneca plc - - (90.0) ------Merck & Co. - - (115.0) ------Chase Pharmaceuticals Corporation - - (75.0) ------, Inc. - - (33.2) ------Bonti, Inc. - - (196.6) ------Editas Medicine, Inc. - - (40.0) ------Other - - (33.0) ------Accretion and fair-value adjustments to contingent consideration - 111.7 (5.1) ------Non-cash amortization of debt premium recognized in purchase accounting ------(21.2) - - Impairment of Kybella® intangible asset ------(1,643.8) - - - Impairment of TrueTear® intangible asset ------(187.6) - - - Impairment of Goodwill ------(2,841.1) - - - Impairment of Anti-Infectives held for sale, including allocated goodwill of $622 million ------(771.7) - - - Impairment of IPR&D products acquired in the Allergan acquisition ------(236.0) - - - Impairment of IPR&D products acquired in the Vitae acquisition ------(40.0) - - - Impairment of assets held for sale ------(266.2) - - - Impairment of RORgt IPR&D product ------(522.0) - - - Asset sales and impairments, other ------18.4 - - - Gain on Teva securities ------(60.6) - Milestone component of ongoing intellectual property agreement (25.0) ------Gain on sale of divested businesses ------(182.6) - Gain on bond repurchases ------(15.6) - Litigation settlement related charges - - - - (56.8) - - - - - Other adjustments - 0.1 0.2 - (2.0) (6,552.3) 0.3 (0.1) (5.7) - Income taxes on pre-tax adjustments ------1,506.1 Discrete income tax events ------1,213.8

Non-GAAP Adjusted $ 15,762.4 $ 2,266.1 $ 1,574.5 $ 3,201.7 $ 1,153.2 $ - $ - $ (887.3) $ (7.8) $ 949.2

30 Table 2 (con’t): GAAP to Non-GAAP Adjustments for the Twelve Months Ended December 31, 2018, 2017 and 2016

Year Ended December 31, 2017 Research & Selling & General & Asset sales and Interest expense, Other income Net Revenue COGS Development Marketing Administrative Amortization Impairments, net net (expense) Income taxes GAAP $ 15,940.7 $ 2,168.0 $ 2,100.1 $ 3,514.8 $ 1,501.9 $ 7,197.1 $ 5,380.0 $ (1,027.9) $ (3,437.3) $ (6,670.4) Impact of selling through purchase accounting mark-up on acquired inventory - (131.7) ------Expenditures incurred with the Pfizer transaction - (2.0) (2.4) (5.6) (10.5) - - - - - Purchase accounting impact on stock-based compensation for acquired awards - (4.6) (18.3) (33.1) (49.0) - - - - - Severance due to integration of acquired entities - (0.5) (3.0) (19.5) (17.3) - - - - - Non-acquisition related severance and restructuring related to the December 31, 2017 announced restructuring program (7.7) (18.2) (56.5) (23.5) - (17.7) - - - Non-acquisition related severance and restructuring - (53.8) (15.1) (24.3) (9.3) - - - - - Costs associated with disposed businesses - (4.9) - (0.3) (16.0) - - - - - Integration charges of acquired businesses - (0.6) (3.2) (4.1) (95.0) - - - - - Brand related milestones and upfront expenses for asset acquisitions Assembly Biosciences, Inc. - - (50.0) ------Lysosomal Therapeutics, Inc. - - (145.0) ------Editas Medicine Inc. - - (90.0) ------Akarna Therapeutics, Ltd. - - (39.6) ------Heptares Therapeutics Ltd. - - (15.0) ------Lyndra, Inc. - - (15.0) ------Other - - (37.2) ------Accretion and fair-value adjustments to contingent consideration - 183.2 (50.0) ------Net income impact of determining that the loss on investment of Teva securities is other-than-temporary ------3,273.5 - Non-cash amortization of debt premium recognized in purchase accounting ------(33.2) - - Termination of agreement for SER-120 ------(147.4) - - - Impairment of Restasis intangible assets and dry eye IPR&D projects ------(3,394.0) - - - Impairment of Aczone intangible assets ------(646.0) - - - Impairment of IPR&D products acquired in the Allergan acquisition ------(774.0) - - - Decrease in realization of certain R&D projects acquired in the Uteron acquisition ------(91.3) - - - Decrease in realization of certain R&D projects acquired in the Warner Chilcott acquisition ------(278.0) - - - Asset sales and impairments, other ------(31.6) - - - Settlement of Naurex, Inc. agreement ------(20.0) - Loss on forward sale of Teva shares ------62.9 - Impact of debt refinancing - - - - (12.6) - - - 189.1 - Litigation settlement related charges - - - - (96.5) - - - - - Other adjustments - (12.5) 0.7 (0.5) 11.7 (7,197.1) - - (5.4) - Income taxes on pre-tax adjustments ------3,717.9 Discrete income tax events ------3,790.9 Non-GAAP Adjusted $ 15,940.7 $ 2,132.9 $ 1,598.8 $ 3,370.9 $ 1,183.9 $ - $ - $ (1,061.1) $ 62.8 $ 838.4

31 Table 2 (con’t): GAAP to Non-GAAP Adjustments for the Twelve Months Ended December 31, 2018, 2017 and 2016

Year Ended December 31, 2016 Research & Selling & General & Asset sales and Interest expense, Other income Net Revenue COGS Development Marketing Administrative Amortization Impairments, net net (expense) Income taxes GAAP $ 14,570.6 $ 1,860.8 $ 2,575.7 $ 3,266.4 $ 1,473.9 $ 6,470.4 $ 748.9 $ (1,225.7) $ 219.2 $ (1,897.0)

Impact of selling through purchase accounting mark-up on acquired inventory - (42.4) ------Expenditures incurred with the Pfizer transaction - (4.8) (8.4) (57.7) (62.4) - - - (150.0) - Purchase accounting impact on stock-based compensation for acquired awards - (8.1) (53.8) (65.4) (80.5) - - - - -

Severance due to integration of acquired entities and other restructuring programs - (4.0) (11.3) (19.8) (26.4) - - - - - Integration charges of acquired businesses - (14.2) 1.0 (4.9) (180.8) - - - - - Brand related milestones and upfront expenses for asset acquisitions Topokine Therapeutics, Inc. - - (85.8) ------Anterios, Inc. - - (89.2) ------Retrosense Therapeutics, LLC - - (59.7) ------Akarna Therapeutics, Ltd. - - (48.2) ------AstraZeneca plc - - (250.0) ------Chase Pharmaceuticals Corporation - - (122.9) ------Motus Therapeutics, Inc. - - (199.5) ------Urogen license agreement - - (17.5) ------Merck license agreement - - (100.0) ------Heptares Therapeutics Ltd. - - (125.0) ------Other - - (36.9) ------Accretion and fair-value adjustments to contingent consideration - 17.4 71.1 - (24.3) - - - - - Mark-to-market adjustments for foreign currency option contracts - - - - (8.9) - - - - - Non-cash amortization of debt premium recognized in purchase accounting ------(51.0) - - Women's helathcare portfolio product impairment ------(24.0) - - - Abandonment of certain R&D projects acquired in the Allergan acquisition ------(592.9) - - - Decrease in realization of certain R&D projects acquired in the Vitae acquisition ------(46.0) - - -

Decrease in realization of certain R&D projects acquired in the ForSight acquisition ------(33.0) - - - Abandonment of certain R&D projects acquired in the Forest acquisition ------(42.0) - - - Asset sales and impairments, other ------(11.0) - - - Litigation settlement related charges - - - - (117.3) - - - - - Other adjustments - - (5.8) (0.1) (10.1) (6,470.4) - - - - Income taxes on pre-tax adjustments ------2,132.2 Discrete income tax events ------300.0

Non-GAAP Adjusted $ 14,570.6 $ 1,804.7 $ 1,433.8 $ 3,118.5 $ 963.2 $ - $ - $ (1,276.7) $ 69.2 $ 535.2

32 Table 3: Reconciliation of Allergan plc’s Reported Net Income / (loss) from Continuing Operations Attributable to Shareholders and Diluted Earnings per Share to Non-GAAP Performance Net Income and Non-GAAP Performance Net Income per Share for the Twelve Months Ended December 31, 2018, 2017 and 2016 ALLERGAN PLC RECONCILIATION TABLE (Unaudited; in millions except per share amounts)

Year Ended December 31, 2018 2017 2016

GAAP to Non-GAAP Performance net income calculation

GAAP (loss) / income from continuing operations attributable to shareholders $ (5,096.4) $ (3,722.6) $ (941.1) Adjusted for: Amortization 6,552.3 7,197.1 6,470.4 Acquisition, divestiture and licensing (income) / charges 485.7 4,083.4 1,593.6 Accretion and fair-value adjustments to contingent consideration (106.6) (133.2) (64.2) Goodwill and other impairments and asset sales, net and related costs 6,503.3 5,380.0 748.9 Other (42.6) 210.1 8.9 Non-acquisition restructurings, including Global Supply Chain initiatives 79.8 208.4 - Legal settlements 56.8 96.5 117.3 Income taxes on items above and other discrete income tax adjustments (2,719.9) (7,508.8) (2,432.2) Non-GAAP performance net income attributable to shareholders $ 5,712.4 $ 5,810.9 $ 5,501.6

Diluted earnings per share

Diluted (loss) / income per share from continuing operations attributable to shareholders- GAAP $ (15.12) $ (11.15) $ (2.45)

Non-GAAP performance net income per share attributable to shareholders $ 16.69 $ 16.35 $ 13.51

Basic weighted average ordinary shares outstanding 337.0 333.8 384.9 Effect of dilutive securities: Dilutive shares 5.2 21.6 22.3 Diluted weighted average ordinary shares outstanding 342.2 355.4 407.2

33 Table 4: Reconciliation of Reported Net Income / (Loss) from Continuing Operations Attributable to Shareholders to Adjusted EBITDA and Non-GAAP Operating Income

ALLERGAN PLC ADJUSTED EBITDA and NON-GAAP OPERATING INCOME, RECONCILIATION TABLE (Unaudited; in millions)

Three Months Ended December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, Decemebr 31, 2015 2016 2016 2016 2016 2017 2017 2017 2017 2018 2018 2018 2018

GAAP (loss) / income from continuing operations attributable to shareholders $ (790.2) $ (92.9) $ (424.4) $ (381.9) $ (41.9) $ (2,562.1) $ (717.5) $ (3,949.6) $ 3,506.6 $ (286.1) $ (472.5) $ (37.9) $ (4,299.9) Plus: - - - Interest expense 341.3 332.8 345.8 324.3 292.7 289.7 277.4 265.2 263.3 250.6 230.0 220.4 210.2 Interest income (3.0) (2.9) (2.5) (18.1) (46.4) (25.3) (16.6) (11.1) (14.7) (17.3) (6.3) (10.0) (11.6) (Benefit) / provision for income taxes (114.9) (408.7) (258.2) (158.9) (1,071.2) (532.1) (581.2) (1,638.8) (3,918.3) (682.2) (5.2) 213.4 (1,296.7) Depreciation 33.6 41.0 32.8 40.7 38.2 41.6 39.6 42.0 48.3 56.1 49.1 44.5 46.6 Amortization 1,584.8 1,589.7 1,633.1 1,609.1 1,638.5 1,736.0 1,757.9 1,781.0 1,922.2 1,697.6 1,697.1 1,588.5 1,569.1 EBITDA $ 1,051.6 $ 1,459.0 $ 1,326.6 $ 1,415.2 $ 809.9 $ (1,052.2) $ 759.6 $ (3,511.3) $ 1,807.4 $ 1,018.7 $ 1,492.2 $ 2,018.9 $ (3,782.3) Adjusted for: Acquisition, divestiture and licensing charges 405.0 209.8 201.0 293.8 732.2 2,346.7 170.8 1,394.3 95.7 197.0 105.3 (74.7) 252.7 Goodwill and other impairments and asset sales, net and related costs 282.9 4.3 251.3 37.3 456.0 347.4 717.3 4,076.8 238.5 535.1 535.6 (0.4) 5,433.0 Other 10.7 8.8 (8.6) 18.2 (9.5) - 180.1 13.8 16.2 - (34.2) 7.5 (15.9) Non-acquisition restructurings, including Global Supply Chain initiatives, excluding ------55.1 39.7 113.6 30.8 10.5 8.9 25.4 depreciation Legal settlements 10.6 9.5 49.7 40.8 17.3 (1.1) 42.5 32.9 22.2 10.3 29.0 1.1 16.4 Accretion and fair-value adjustments to contingent consideration 8.4 33.8 29.6 15.9 (143.5) 30.7 (15.5) (66.8) (81.6) 5.3 (107.1) (11.4) 6.6 Share-based compensation including cash settlements 182.6 90.8 85.2 81.0 113.3 62.7 117.3 72.3 72.5 72.5 54.9 57.8 54.6 Adjusted EBITDA $ 1,951.8 $ 1,816.0 $ 1,934.8 $ 1,902.2 $ 1,975.7 $ 1,734.2 $ 2,027.2 $ 2,051.7 $ 2,284.5 $ 1,869.7 $ 2,086.2 $ 2,007.7 $ 1,990.5 Adjusted for: Depreciation, excluding Global Supply Chain initiatives (33.6) (41.0) (32.8) (40.7) (38.2) (41.6) (39.6) (42.0) (48.3) (56.1) (46.1) (43.3) (46.6) Dividend income - - - (34.1) (34.1) (34.1) (34.1) (8.5) (8.5) - - - - Other-than-temporary security impairments ------22.3 - - - - - Other income (expense) related to fair value accounting* ------(14.8) (4.0) 25.8 Share-based compensation not related to restructuring charges and purchase accounting impact on stock-based compensation for acquired awards (50.9) (41.0) (43.8) (43.0) (34.7) (40.7) (66.3) (55.3) (53.4) (54.5) (51.5) (55.3) (51.9)

Non-GAAP Operating Income $ 1,867.3 $ 1,734.0 $ 1,858.2 $ 1,784.4 $ 1,868.7 $ 1,617.8 $ 1,887.2 $ 1,968.2 $ 2,174.3 $ 1,759.1 $ 1,973.8 $ 1,905.1 $ 1,917.8

* Amounts relate to mark to market adjustments on available for sale securities and non-service components of pension costs based on ASU 2016-01 and ASU 2017-07, respectively. Prior periods were recast to align the Company's current reporting classification.

34 Table 5: Reconciliation of Anticipated GAAP Income / (Loss) from Continuing Operations to Non-GAAP Performance Net Income Attributable to Shareholders for the Twelve Months Ending December 31, 2019 per January 29th FY Guidance

Twelve months ending December 31, 2019 (in millions, except per share information) LOW GAAP (loss) /income from continuing operations attributable to shareholders $ 380.0 Adjusted for: Amortization 5,600.0 Acquisition, divestiture, licensing and other non-recurring charges 135.0 Accretion and fair-value adjustments to contingent consideration 15.0 Income taxes on items above and other discrete income tax adjustments (700.0) Non-GAAP performance net income attributable to shareholders 5,430.0

Diluted earnings per share

Diluted (loss) / income per share from continuing operations attributable to $ 1.14

Non-GAAP performance diluted net income per share attributable to shareholders $ 16.36

Basic weighted average ordinary shares outstanding 330.0 Effect of dilutive securities: Dilutive shares 2.0 Diluted weighted average ordinary shares outstanding 332.0

35